Magnolia Oil & Gas Corp-A美股招股说明书(2026-07-20版)

$1,000,000,000 Magnolia Oil & Gas CorporationClassA Common Stock We are offering $1,000,000,000 of shares of our ClassA Common Stock, par value $0.0001 per share (“ClassACommon Stock”). See “Description of Capital Stock” beginning on page11of the accompanying prospectus for a morecomplete description of the shares offered hereby. Our ClassA Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “MGY.”On July17, 2026, the last reported sale price of our ClassA Common Stock on the NYSE was $27.26 per share. Investing in our ClassA Common Stock involves risks, including those described in the “Risk Factors” sectionbeginning on pageS-14of this prospectus supplement, on page4of the accompanying prospectus and in the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of the disclosures in the prospectus. Anyrepresentation to the contrary is a criminal offense. Per ShareTotalPublic offering price$$Underwriting discount$$Proceeds, before expenses, to Magnolia Oil & Gas Corporation$$(1) (1)We refer you to “Underwriting” in this prospectus supplement for additional information regarding underwritingcompensation. We have granted the underwriters an option to purchase up to an additional $150,000,000 of shares of our ClassACommon Stock from us at the price set forth above for a period of 30days following the date of this prospectussupplement. The underwriters expect to deliver the ClassA Common Stock to purchasers on or about, 2026. J.P. Morgan TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1THE OFFERINGS-5RISK FACTORSS-14USE OF PROCEEDSS-19DIVIDEND POLICYS-20CAPITALIZATIONS-21CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S.HOLDERSS-23UNDERWRITINGS-27LEGAL MATTERSS-35EXPERTSS-35WHERE YOU CAN FIND MORE INFORMATIONS-36 Prospectus dated July20, 2026 PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2OUR COMPANY3RISK FACTORS4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS7PLAN OF DISTRIBUTION8DESCRIPTION OF CAPITAL STOCK11DESCRIPTION OF WARRANTS14DESCRIPTION OF UNITS15LEGAL MATTERS16EXPERTS17 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering and also adds to and updates information contained in the accompanying prospectus.The second part is the accompanying prospectus, which, among other things, gives more generalinformation, some of which may not apply to this offering. Generally, when we use the term “prospectus,”we are referring to both parts combined. You should read this entire prospectus supplement as well as theaccompanying prospectus and the documents incorporated by reference that are described under the “WhereYou Can Find More Information” section in this prospectus supplement. To the extent that any statement inthis prospectus supplement is inconsistent with statements made in the accompanying prospectus, youshould rely on the information contained in this prospectus supplement, which will be deemed to modify orsupersede those made in the accompanying prospectus. In making an investment decision, prospective investors must rely on their own examination of us andthe terms of this offering, including the merits and risks involved. Neither we, the underwriters nor any ofour or their respective representatives are making any representation to you regarding the legality of aninvestment in our ClassA Common Stock by you under applicable laws. You should consult with yourownadvisors as to legal, tax, business, financial and related aspects of an investment in our ClassA CommonStock. Any statement made in this prospectus or in a document incorporated or deemed to be incorporated byreference into this prospectus will be deemed to be modified or superseded for purposes of this prospectusto the extent that a statement contained in this prospectus or in any other subsequently filed document that isalso incorporated by reference into this prospectus modifies or supersedes that statement. Any statement somodified or superseded will not be deemed, except as so modified or superseded, to constitute a part of thisprospectus. Please read “Where You Can Find More Information” in this prospectussupplement. You should assume that the information appearing in this prospectus supplement, the accompanyingprospectus and any free writing prospectus is accurate only as of the date on its respective cover, regardlessof the time of delivery of this prospectus supplement or any sale of our ClassA Common Stock, and thatany information incorporated by reference herein or therein is accurate only as of the date o